dm-ex102_85.htm



EXHIBIT 10.2

FIRST AMENDMENT

FIRST AMENDMENT, dated as of August 1, 2018 (this “Amendment”), to the Term Loan Agreement, dated as of October 28, 2016 (the “Agreement”), among DOMINION ENERGY MIDSTREAM PARTNERS, LP (formerly known as Dominion Midstream Partners, LP), a Delaware limited partnership (the “Borrower”), QPC HOLDING COMPANY, a Utah corporation (the “Guarantor”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), ROYAL BANK OF CANADA, as administrative agent (the “Administrative Agent”) and the other agents party thereto. 

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantor, and the Administrative Agent are parties to the Agreement; 

WHEREAS, the Borrower has requested certain amendments to the Agreement as set forth herein; and

WHEREAS, the Required Lenders are willing to consent to the requested amendments as set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

2.Amendments to Section 8.4(d) of the Agreement. 

(a)Section 8.4(d) of the Agreement is hereby amended by deleting therein the words “[Reserved]” and inserting in lieu thereof the words “Liens granted by Cove Point on its bank accounts and reserve funds (and nonrecourse to the Borrower) in connection with any Indebtedness of Cove Point so long as the Borrower does not own, directly or indirectly, a majority of the limited partnership interests of Cove Point”.

3.Amendments to Section 8.5(b)(ii) of the Agreement. 

(a)Section 8.5(b)(ii) of the Agreement is hereby amended by deleting therein the words “Cove Point incurred prior to completion of the Liquefaction Project in an aggregate principal amount not to exceed $100,000,000 at any time outstanding” and inserting in lieu thereof the words “Cove Point, so long as (i) such Indebtedness is nonrecourse to the Borrower and (ii) the Borrower does not own, directly or indirectly, a majority of the limited partnership interests of Cove Point”.

4.Effectiveness. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the “First Amendment Effective Date”):

(a)The Administrative Agent shall have received a counterpart of this Amendment duly executed and delivered by the Borrower, the Guarantor and the Required Lenders.



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(b)No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date.

5.Miscellaneous.

(a)Representation and Warranties.  To induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

(i)As of the First Amendment Effective Date, and after giving effect to this Amendment, each of the representations and warranties made by each Credit Party in or pursuant to the Credit Documents is true and correct in all material respects as if made on and as of such date (it being understood and agreed that any representation or warranty that by its terms is made as of a specific date shall be required to be true and correct in all material respects only as of such specified date); provided, that any such representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(ii)No Default or Event of Default has occurred and is continuing immediately prior to and after giving effect to this Amendment.

(iii)It (a) has the requisite corporate or limited partnership, as applicable, power and authority to execute, deliver and perform this Amendment and to incur the obligations under the Agreement and the other Credit Documents as amended by this Amendment and (b) is duly authorized to, and has been authorized by all necessary corporate or limited partnership, as applicable, action, to execute, deliver and perform this Amendment.

(iv)This Amendment has been duly executed and delivered and constitutes a legal, valid and binding obligation of each Credit Party enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally or by general equitable principles.

(v)Neither the execution and delivery of this Amendment and the consummation of the transactions contemplated herein, nor the performance of and compliance with the terms and provisions hereof by either Credit Party will (a) violate or conflict with any provision of its certificate of limited partnership or agreement of limited partnership, (b) violate, contravene or materially conflict with any law, regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which could have a Material Adverse Effect or (d) result in or require the creation of any Lien upon or with respect to its properties.

(b)Effect.  Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Credit Documents shall remain unchanged and 



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not waived and shall continue to be in full force and effect. This Amendment constitutes a Credit Document under the Agreement.

(c)Counterparts.  This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.  Delivery of executed counterparts by facsimile or other electronic means (including by e-mail with a “pdf” copy thereof attached thereto) shall be effective as an original and shall constitute a representation that an original will be delivered.

(d)Severability.  If any provision of any of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect  to the illegal, invalid or unenforceable provisions.

(e)Entirety.  This Amendment together with the other Credit Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.

(f)GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each Credit Party irrevocably consents to the service of process out of any competent court in any action or proceeding brought in connection with this Amendment by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 11.1 of the Agreement, such service to become effective 30 days after such mailing.  Nothing herein shall affect the right of a Lender to serve process in any other manner permitted by law.

(g)Consent to Jurisdiction; waiver of jury trial. ALL THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  ALL THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, to the fullest extent it may legally and effectively do so, ANY OBJECTION which it may now or hereafter have TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING arising out of or relating to this Amendment in any court referred to above.  EACH OF THE PARTIES TO THIS Amendment HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS Amendment OR THE TRANSACTIONS CONTEMPLATED HEREBY.



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(h)Reaffirmation. After giving effect to this Amendment, neither the modification of the Agreement nor the execution, delivery, performance or effectiveness of this Amendment or any other Credit Document impairs the validity, effectiveness or priority of the Liens granted pursuant to the Guarantee and Pledge Agreement, as in effect immediately prior to the First Amendment Effective Date, and such Liens continue unimpaired with the same priority to secure repayment of all Guaranteed Obligations (as defined in the Guarantee and Pledge Agreement), whether heretofore or hereafter incurred. Each Credit Party hereby (i) affirms and confirms its guaranty obligations under the Guarantee and Pledge Agreement and its pledges, grants, indemnification obligations and other commitments and obligations under the Agreement and each Credit Document to which it is a party, in each case, after giving effect to this Amendment, (ii) agrees that the Guarantee and Pledge Agreement and all guarantees, pledges, grants and other commitments and obligations thereunder and under the Agreement shall continue to be in full force and effect following the effectiveness of this Amendment and (iii) confirms that all of the Liens and security interests created and arising under the Guarantee and Pledge Agreement remain in full force and effect, and are not released or reduced, as collateral security for the Guaranteed Obligations (as defined in the Guarantee and Pledge Agreement),

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

DOMINION ENERGY MIDSTREAM PARTNERS, LP, as the Borrower

 

By:  DOMINION ENERGY MIDSTREAM GP, LLC, 
its General Partner

 

 

By:/s/ James R. Chapman

Name: James R. Chapman

Title: Senior Vice President - Mergers &

Acquisitions and Treasurer

 

 

QPC HOLDING COMPANY, as the Guarantor

 

 

By:/s/ James R. Chapman

Name: James R. Chapman

Title: Senior Vice President - Mergers &

Acquisitions and Treasurer

 

 

 

 

 

 

Signature Page to the First Amendment



 

ROYAL BANK OF CANADA, as Administrative Agent 

 

 

By: /s/ Helena Sadowski
Name:Helena Sadowski
Title:Manager, Agency

 

 

Signature Page to the First Amendment



 

ROYAL BANK OF CANADA, as a Lender 

 

 

By: /s/ Frank Lambrinos
Name: Frank Lambrinos
Title: Authorized Signatory

 




Signature Page to the First Amendment



 

MIZUHO BANK, LTD., as Lender

 

 

By:/s/ Raymond Ventura
Name:   Raymond Ventura
Title: Managing Director

 

 

Signature Page to the First Amendment



 

WELLS FARGO BANK, N.A., as Lender

 

 

By:/s/ Patrick Engel
Name:Patrick Engel
Title: Managing Director

 

Signature Page to the First Amendment



 

MUFG Bank, Ltd., formerly known as The Bank of Toyko-Mitsubishi UFJ, Ltd., as Lender

 

 

By:/s/ Sherwin Brandford
Name:Sherwin Brandford 
Title: Director

 

Signature Page to the First Amendment



 

Sumitomo Mitsui Banking Corporation, as Lender

 

 

By:/s/ James D. Weinstein
Name:James D. Weinstein
Title: Managing Director

 

Signature Page to the First Amendment



 

U.S. Bank National Association, as Lender

 

 

By:/s/ Michael E. Temnick
Name:   Michael E. Temnick
Title: Vice President

 

Signature Page to the First Amendment



 

BANK OF AMERICA, N.A., as Lender

 

 

By:/s/ Tyler Ellis
Name:   Tyler Ellis
Title:  Director

 

Signature Page to the First Amendment



 

BNP Paribas, as Lender

 

 

By:/s/ Denis O’Meara
Name: Denis O’Meara
Title: Managing Director

 

 

By:/s/ Theodore Sheen
Name: Theodore Sheen
Title: Director

 

Signature Page to the First Amendment



 

The Bank of Nova Scotia, as Lender

 

 

By:/s/ David Dewar
Name:David Dewar
Title: Director

 

 

 

Signature Page to the First Amendment